| Dear Members,
The Directors take pleasure in presenting their 25th Annual Report and
the Audited Financial Statements of the Company for the year ending
31st March, 2015
(Rupees in Lakhs)
FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR
Total Income 25.98 28.98
Less: Expenditure 13.62 48.95
Profit before depreciation 12.36 -19.97
Less: Depreciation 00.16 00.34
Profit before tax 12.20 -20.31
Less: Provision for Taxation 06.02 05.98
Profit after tax 06.18 -26.29
Less: Reserve Fund 02.44 0.00
03.74 -26.29
Add: Surplus carried forward -65.68 -39.39
Balance Carried to Balance Sheet -61.94 -65.68
DIVIDEND:
Due to constraints of profit, the Board do not recommend any dividend
for the year 2014-15.
REVIEW OF OPERATIONS:
The industry of hire purchase and lease finance is in a very bad shape
with increased competition and lack of support. Even the segment of
mortgage and real estate loans has become non-profitable with difficulty
in the collection of the installments. With great difficulty the company
could collect the installments which are utilised for reduction of
secured liabilities. Concentration has been made in collection of Hire
purchase and Loan Installments which are classified as NPA's and there
has been satisfactory result on the same. Hence, there has been a very
marginal profit during the year under consideration.
PUBLIC DEPOSITS:
The Company had neither accepted nor held any public deposits during
the year under review. In pursuance to Clause 5 (Part III) of the Non-
Banking Finance Companies (Reserve Bank) Directions, 1998, your
Directors wish to state that as on 31st March, 2015 there are no
depositors who have not claimed or to whom the amount was not paid by
the Company after the date on which the deposits became due for
repayment and as on date there are no deposits that are matured and
remained unclaimed or deposits that are claimed and remained unpaid.
FINANCE:
Your Company has redeemed all the outstanding Secured Redeemable
Non-Convertible Debentures during the year. The Company has neither
renewed any of the matured debentures, nor issued any fresh debentures.
FUTURE PROSPECTS :
There has been a steady fall in the financial income of the Company and
with the result, the Company is falling short of the principal business
criteria for holding the certificate of registration as specified in
the Circular DNBS (PD) C.C.No.81/03.05.002/2006-07 dated 19/10/2006
issued by the Reserve Bank of India. The Board is making every effort
to improve the financial income and the financial assets and is hopeful
of recovery in the coming year. The Board is further planning to
diversify its activities to other sectors. However, a final decision is
yet to be taken in the matter which will be put before the members
shortly.
DIRECTORS:
Sri K. Sridhar and Sri T.V.S.J. Nehru retire by rotation in the ensuing
Annual General Meeting and being eligible offer themselves for
re-appointment. The consent of the shareholders is also being sought
for the re-appointment of Sri M. Murali Krishna as Chairman and
Managing Director of the Company who has been re-appointed by the Board
of Directors for a period of five years.
The independent directors Sri K Sridhar and T V S J Nehru have given
declaration that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors wish to confirm that:
(i) in the preparation of annual accounts for the year ended 31st
March, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
(ii) such accounting policies have been selected and applied
consistently and judgments and estimates are made that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at 31st March, 2015 and of the profit of the company for
the year ended on that date;
(iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) accounts for the financial year ended on 31st March, 2015 are
prepared on a going-concern basis.
(v) internal financial controls to be followed by the Company has been
laid down and such internal financial controls are adequate and are
operating effectively; and
(vi) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to the financial statements. During the year, such controls
were tested and no reportable material weakness in design or operation
were observed.
CONSERVATION OF ENERGY:
Your Company not being a manufacturing company, there are no
particulars to be given in respect of Conservation of Energy and
Technology Absorption as required under rule 8(3) of the Companies
(Accounts) Rules, 2014.
STATUTORY AUDITORS:
M/s Seshadry & Company, the auditors of the Company, hold office till
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. They have confirmed their eligibility to the effect
that their re-appointment, if made, would be within the limits
prescribed under the Act and that they are not disqualified.
OBSERVATIONS OF AUDITORS:
The observations made in the audit report are self-explanatory as given
in the notes of accounts attached thereto and do not call for any
further comments. The Auditor's Report does not contain any
qualification, reservation or adverse remark.
SECRETARIAL AUDITOR:
The Board has appointed Sri J.V. Rama Rao, Practising Company
Secretary, to conduct the Secretarial Audit for the financial year
2014- 15. The Secretarial Audit Report for the financial year ended
31st March, 2015 is annexed herewith as "Annexure A".
EXPLANATIONS OR COMMENTS BY THE BOARD ON RESERVATIONS / QUALIFICATIONS
IN SECRETARIAL AUDIT REPORT:
As the Companies Act, 2013 has been introduced recently; the management
has missed some of the provisions of the newly introduced Act
inadvertently. The Board of Directors assure to the members, henceforth
strict implementation of the Act will be taken care of.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Report in Form
MGT-9 is annexed herewith as "Annexure B".
MEETINGS:
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year Seven Board Meetings and four Audit
Committee Meetings were convened and held. The details of which are
given in are Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013.
LISTING:
The shares of the Company were listed in Bombay Stock Exchange Ltd.,
Mumbai and the listing fee has been paid upto financial year 2015-16.
CORPORATE GOVERNANCE:
A detailed report on Corporate Governance along with the certificate
from the Auditors of the Company regarding compliance of Corporate
Governance as stipulated under clause 49 of the listing agreement is
attached to this report.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiaries.
HUMAN RESOURCES:
There are no employees covered in terms of the provisions of section
197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 to
furnish the particulars mentioned in Rule 5(1) thereof.
FOREIGN EXCHANGE INFLOW & OUTGO:
There has been no foreign exchange inflow or outgo in the current year.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation to
the Company's customers, Bankers, Financial Institutions, debenture
holders and share holders for their continued support and faith in the
Company. A word of appreciation is also due to the employees of the
Company for their hard work and commitment.
Place: VIJAYAWADA
Date : 12.06.2015 For and on behalf of the Board
(sd)
M. Murali Krishna
Chairman & Managing Director
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